Periscope Capital Inc. - Mar 15, 2024 Form 4 Insider Report for Zeo Energy Corp. (ZEO)

Role: 10%+ Owner
Signature: Periscope Capital Inc., By: /s/ Lisa Shostack, General Counsel
Stock symbol: ZEO
Transactions as of: Mar 15, 2024
Transactions value $: -$36,524
Form type: 4
Date filed: 3/25/2024, 05:14 PM
Previous filing: Mar 25, 2024
Next filing: Oct 4, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZEO	Warrants	Sale	-$368	-2K	-0.25%	$0.18	782K	Mar 15, 2024	Class A Common Stock	2K	$11.50	See Footnotes	F1, F2, F3, F4
transaction	ZEO	Warrants	Sale	-$156	-1.2K	-0.15%	$0.13	781K	Mar 20, 2024	Class A Common Stock	1.2K	$11.50	See Footnotes	F1, F2, F3, F5
transaction	ZEO	Warrants	Sale	-$36K	-300K	-38.4%	$0.12	481K	Mar 25, 2024	Class A Common Stock	300K	$11.50	See Footnotes	F1, F2, F3, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Periscope Capital Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.
F2	Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.
F3	Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.
F4	On March 15, 2025, Nautilus MF sold 1,200 Warrants and Periscope TRF sold 800 Warrants.
F5	On March 20, 2024, Nautilus MF sold 700 Warrants and Periscope TRF sold 500 Warrants.
F6	On March 25, 2024, Nautilus MF sold 58,200 Warrants, NH TAF sold 45,700 Warrants, PF LP sold 600 Warrants, Periscope SPAC WOF sold 153,200 Warrants and Periscope TRF sold 42,300 Warrants.